Hicks Thermometers India Limited Shares

Annual Report Summary

NOTICE is hereby given for the 59th Annual General Meeting ("AGM") of the Members of Hicks Thermometers India Limited on Tuesday, November 30, 2021, at 11:00 A.M. at A-12 & 13, Industrial Estate, Aligarh, Uttar Pradesh - 202001.

Ordinary Businesses: The AGM will consider and adopt the audited financial statements of the Company for the financial year ended on March 31, 2021, including the Balance Sheet, Profit & Loss Account, and reports of the Board of Directors and Auditors. Mrs. Ranjana Bansal, who retires by rotation, is eligible and offers herself for re-appointment as a Director.

Special Business: The meeting will also address increasing the remuneration of Mr. Hari Prakash Gupta (DIN: 00173929), Managing Director. A special resolution is proposed to approve revised remuneration for Mr. Gupta, effective April 1, 2021, for the remainder of his tenure. This includes a basic salary of INR 17,00,000 per month, a commission of 1% of net profit (subject to a ceiling of 50% of annual salary), and perquisites. The perquisites are categorized as follows:

• Category 'A': House Rent Allowance (50% of salary above 10% payable by the director); Furnishing, Gas, Etc. (expenditure valued as per Income Tax Rules, ceiling of 10% of the salary); Medical Reimbursement (one month's salary per year or two months' salary over two years); Leave Travel Concession (Aligarh to anywhere in India, actual rail/air fare by shortest route, no hotel expenses); Club Fees (maximum of two clubs, excluding admission and life membership); Personal Accident Insurance (premium not exceeding INR 12,000 per annum). Family is defined as spouse, dependent children, and parents.
• Category 'B': Contribution to provident fund (as per company rules, not exceeding 12% of salary under Income Tax Rules, 1962); Company's contribution towards pension/superannuation fund (as per company rules, not exceeding 25% of salary including PF, under Income Tax Rules, 1962); Gratuity (half a month's salary for each completed year of service, ceiling of INR 2,00,000). These contributions will be included in the computation of ceiling on perquisites to the extent these are not taxable under income tax Act. The perquisites shall mean as provided in schedule V of the Companies Act, 2013.
• Category 'C': Free use of company car with driver for business, private use to be billed; free telephone and mobile phone facility at residence (personal long-distance calls billed); provision of car/telephone not considered perquisites; leave on full pay and allowance (one month per eleven months of service, accumulated leave not encashable).

The Managing Director is entitled to reimbursement of expenses incurred in promoting the company's business, up to INR 10,000 per annum. In the event of loss or inadequate profit, remuneration payable will be the maximum permissible under Section- II of Part-II of Schedule V to the Act.

The AGM will also address approval of increase in remuneration of Joint Managing Director, Mr. Siddharth Gupta [DIN:00174038], also with similar conditions including remuneration as mentioned below. This also include a basic salary of INR 17,00,000 per month, a commission of 1% of net profit (subject to a ceiling of 50% of annual salary), and perquisites.

RESOLVED FURTHER THAT Mr. Hari Prakash Gupta, Managing Director and Mr. Siddharth Gupta Joint Managing Director of the company be and are hereby authorized, severally and/or jointly, to file the required e-forms with the Registrar of Companies and to do all such acts, deeds, and things as may be necessary and/or incidental thereto."

Any member entitled to attend and vote may appoint a proxy. The instrument appointing a proxy should be deposited at the registered office not less than 48 hours before the meeting's commencement. Corporate members intending to send representatives should provide a certified copy of the Board Resolution and specimen signature.

Explanatory Statement (Item No. 3 & 4): The increase in remuneration for Mr. Hari Prakash Gupta and Mr. Siddharth Gupta is justified given their increased contributions, experience, and industry benchmarks. Hicks Thermometers is engaged in the wholesale business of scientific, medical, and surgical machinery and equipment, which commenced in 1961. The financial performance indicators for the current and previous years are presented. The financial performance based on given indicators:

• Total Income for current year: 69,23,95,460.97, while the previous year's income was 58,85,99,662.80
• Profit before Interest, Depreciation and Tax (PBIDTA) for current year: 7,99,32,615.36, while the previous year's PBIDTA was 5,03,79,274.61
• Net Profit for the current year: 5,49,05,426.20, while the previous year's Net Profit was 3,21,89,483.40

Reasons for loss/inadequate profits are cited as the overall global/Indian economic slowdown. Steps are being taken to improve productivity and reduce costs. Mr. H. P. Gupta (Managing Director) and Mr. Siddharth Gupta (Joint Managing Director) details are provided, including background, past remuneration (Basic Salary from 01.04.2020 to 31.03.2021: 12,00,000/-), job profile, and pecuniary relationships.

Mrs. Ranjana Bansal, Director, will retire by rotation and, being eligible, offers herself for re-appointment. Details of her background, terms, and conditions, relationships with other director, KMP are summarized.

Directors' Report Highlights: In financial year 2020-21, the Company recorded revenue from operations of Rs. 68,71,09,612.22 and Profit Before Tax of Rs. 7,36,61,850.00 and Net Profit of Rs. 5,49,05,426.20 as against that of Rs. 58,34,28,494.41, Rs. 4,25,62,836.40 and Rs. 3,21,89,483.40 respectively in the previous financial year 2019-20. The company will not transfer any amount to the general reserve and will not declare any dividend for the period under review.

The company has a policy for directors' appointment and remuneration. The board carries out annual evaluations of its own performance and its committees and directors. The key managerial personnel are listed as Shri Hari Prakash Gupta, Shri Siddhartha Gupta, Shri Jai Narayan Tiwari, and Smt. Sumati Tandon. Material Changes and Commitments: There have been no material changes or commitments that have affected the financial position of the company, the company has been delisted from the Calcutta Stock Exchange, and adheres to the a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace. Internal Financial Controls are considered adequate. The financial statement shows total assets for FY 2021 were 33,23,55,361.78 against 25,68,68,075.97 in FY 2020.

The Board appointed Adesh Tandon and Associates, Company Secretaries, to conduct Secretarial Audit for the FY 2020-21. All Directors state the statements in the annual report are correct to the best of their knowledge. M/s Deepak Yashpal and Co., Chartered Accountants, Aligarh were appointed as the Statutory Auditors of your Company, in the AGM held on 30.09.2017. The report includes a report from the independent auditor. Also attached is a proxy form for shareholders unable to attend the AGM.